Mark Pulido - Nov 24, 2021 Form 4 Insider Report for Inovalon Holdings, Inc. (INOV)

Role
Director
Signature
/s/ Kamyar Daneshvar, Attorney-in-Fact for Mark Pulido
Stock symbol
INOV
Transactions as of
Nov 24, 2021
Transactions value $
-$9,030,906
Form type
4
Date filed
11/29/2021, 07:55 PM
Previous filing
Jun 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INOV Class A Common Stock Gift $0 -50K -92.53% $0.00 4.04K Nov 2, 2021 By Trust F1
transaction INOV Class A Common Stock Disposed to Issuer -$165K -4.04K -100% $41.00 0 Nov 24, 2021 By Trust F2, F3
transaction INOV Class A Common Stock Disposed to Issuer -$8.77M -214K -100% $41.00 0 Nov 24, 2021 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction INOV Restricted Stock Units Disposed to Issuer -$94.5K -2.31K -100% $41.00 0 Nov 24, 2021 Class A Common Stock 2.31K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark Pulido is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reporting person transferred the shares to his trust and then gifted them to a charitable fund on November 2, 2021.
F2 Disposition pursuant to Agreement and Plan of Merger, dated as of August 19, 2021 (the "Merger Agreement") by and among Issuer, Ocala Bidco, Inc., a Delaware corporation ("Parent"), and Ocala Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent.
F3 In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Common Stock") issued and outstanding immediately prior to the Merger effective time (but excluding any Rollover Shares (as defined in Issuer's proxy statement), cancelled shares and any dissenting shares) was cancelled and extinguished and automatically converted into and thereafter solely represented the right to receive the merger consideration of $41 per share in cash (the "Merger Consideration") without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.
F4 Pursuant to the Merger Agreement, immediately prior to the Merger effective time, each unvested award of restricted stock units with respect to shares of Common Stock was cancelled and terminated and converted into the right solely to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock underlying such restricted stock unit award by (ii) the Merger Consideration, less any applicable withholding taxes.